UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 517, 2016

LIQUID HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36024

46-3252142

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

111 River Street

Suite 1204

Hoboken, New Jersey 07030

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (212) 293-1836

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Item~~As 1previously reported, Liquid Holdings Group, Inc.03 ~~Bankruptcy~~(the or“Company”) received ~~Receivership~~a notification letter from the staff of The Nasdaq Listing Qualifications Department (the “Staff”), dated October 26, 2015, stating that, as the Company was withdrawing its appeal of the delisting notice previously issued by the Staff, the Company’s common stock would be suspended from trading on The Nasdaq Capital Market (the “NCM”) at the open of business on Wednesday, October 28, 2015. The Staff also informed the Company that The Nasdaq Stock Market LLC (“Nasdaq”) would file a Form 25 (Notification of Delisting) with the Securities and Exchange Commission when all internal appeal periods had run.

~~Liquid~~On ~~Holdings~~February ~~Group~~17, ~~Inc. (the “Company”) previously reported that, on January 27,~~ 2016, ~~the~~Nasdaq ~~Company and its subsidiary, Liquid Prime Holdings, LLC (collectively, the “Debtors”),~~ filed ~~voluntary~~a ~~petitions~~Form ~~for~~25 ~~relief~~with ~~under Chapter 11 of Title 11 of~~ the ~~United States Code (the “Bankruptcy Code”)~~Securities inand ~~the~~Exchange ~~United~~Commission, ~~States~~with ~~Bankruptcy Court for~~ the ~~District~~delisting ofbecoming ~~Delaware~~effective ~~(the~~ten ~~“Bankruptcy~~days ~~Court”)~~thereafter.

OnItem ~~February~~5.02 8,Departure ~~2016, the Debtors filed a motion with the Bankruptcy Court seeking to convert their Chapter 11 cases to cases under Chapter 7~~ of ~~the~~Directors ~~Bankruptcy~~or ~~Code~~Certain ~~and initiate~~Officers; anElection ~~orderly liquidation~~ of ~~the~~Directors; ~~Company’s~~Appointment assets in accordance with the Bankruptcy Code. A hearing on the motion is scheduled for February 29, 2016. Assuming the motion is granted, a Chapter 7 trustee will be appointed by the Bankruptcy Court and will assume control of ~~the~~Certain ~~Debtors.~~Officers; ~~The~~Compensatory ~~Company’s~~Arrangements ~~board~~ of ~~directors,~~Certain ~~after spending considerable time and effort attempting to pursue strategic alternatives, concluded that the Chapter 7 conversion was the only viable alternative available to the Company~~Officers.

~~Item~~Each 2of the Company’s directors (Messrs.05 ~~Costs~~Victor ~~Associated~~J. Simone, Jr., David Francescani, Walter Raquet and Dennis Suskind) has resigned on February 19, 2016. None of the resignations was due to any disagreement with ~~Exit~~the Company, the other members of the board of directors or ~~Disposal~~the ~~Activities~~Company’s management. Peter R. Kent, the Company’s Chief Executive Officer and Chief Financial Officer, has become the sole director of the Company and will serve through the appointment of a chapter 7 trustee(such date, the “Kent Resignation Date”).

OnMr. ~~February~~Kent’s 5employment, ~~2016,~~as ~~the~~well ~~Company~~as ~~reduced its~~that ~~workforce~~of bythe 17Company’s remaining employees, orhas ~~68%~~been terminated as of the ~~Company’s~~close ~~total~~of ~~workforce.~~business Noon ~~severance~~February ~~payments~~19, ~~were~~2016. ~~offered~~As orof ~~made.~~February ~~The~~19, ~~Company also~~2016, ~~notified~~Mr. ~~the~~Kent ~~contractors~~will remain ~~comprising~~as the ~~bulk~~sole officer of the Company’s, ~~development~~all ~~team~~other ~~that~~officers ~~their~~having ~~services~~previously ~~were~~resigned noor ~~longer~~terminated, ~~needed (and~~including aMessrs. ~~motion~~Jose Ibietatorremendia, ~~to reject~~ the ~~pertinent~~Company’s ~~agreements~~General asCounsel; ofMr. ~~February~~Bruce 5P. Cooper, ~~2016 has been filed in~~ the ~~Bankruptcy~~Company’s ~~Court).~~Chief AtTechnology ~~the~~Officer; ~~time of~~and ~~filing~~Mr. ~~this~~Robert ~~Current Report on Form 8-K~~O’Boyle, the Company’s isPresident. ~~unable~~Mr. toKent ~~determine~~will ~~estimates~~continue ofas ~~amounts~~an ~~expected~~officer toof bethe ~~incurred~~Company inuntil ~~connection with~~the ~~these~~Kent ~~restructuring actions~~Resignation Date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIQUID HOLDINGS GROUP, INC.
Date: February 11, 2016
Date: February 19, 2016
	By:	/s/ Peter R. Kent
		Name: Peter R. Kent
		Title: Chief Executive Officer and Chief Financial Officer

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